UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2011~~2012

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission file number: 000-20985

CALYPTE BIOMEDICAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	06-1226727
(State or other jurisdiction of incorporation	(I.R.S. Employer
or organization)	Identification Number)

15875 SW 72nd Ave,

Portland, Oregon 97224

(Address of principal executive offices) (Zip Code)

(503) 726-2227

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer o Accelerated Filer o

Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

The registrant had ~~547~~700,~~826~~168,~~416~~157 shares of common stock outstanding as of ~~January~~May 2715, 2012.

CALYPTE BIOMEDICAL CORPORATION AND SUBSIDIARIES

FORM 10-Q

INDEX

			Page No.
PART I.	Financial Information
	Item 1.	Consolidated Financial Statements (unaudited):
		Condensed Consolidated Balance Sheets as of September 30, 2011 and December 31, 2010	3
		Condensed Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011	3
		Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2011 and 2010	4
		Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2012 and 2011	4
		Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ended September 30, 2011 and 2010	5
		Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011	5
		Notes to Condensed Consolidated Financial Statements	76
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1412
	Item 4T.	Controls and Procedures	18
	Item 4.	Controls and Procedures	15
PART II.	Other Information
	Item 1A.	Risk Factors	1816
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1816
	Item 6.	Exhibits	1916
SIGNATURES			2017

CALYPTE BIOMEDICAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	September 30,			December 31,
	March 31,			December 31,
	2011			2010
	2012			2011
	(Unaudited)			(Note 1)
ASSETS
Current assets:
Cash and cash equivalents	$	73		$	79
Cash	$	63		$	10
Accounts receivable		21			218
Inventory, net of allowance of $21 at September 30, 2011 and $0 at December 31, 2010		168			264
Inventories		177			186
Prepaid expenses		8020			3923
Total current assets		~~323~~261			~~403~~227
Property and equipment, net of accumulated depreciation of $368 and $345 at September 30, 2011 and December 31, 2010, respectively		46			68
Property and equipment, net of accumulated depreciation of $383 and $375 at March 31, 2012 and December 31, 2011, respectively		36			44
Intangible assets, net of accumulated amortization of $821 and $940 at September 30, 2011 and December 31, 2010, respectively		1,710			1,843
Intangible assets, net of accumulated amortization of $893 and $857 at March 31, 2012 and December 31, 2011, respectively		1,638			1,674
Other assets		17			17
Total assets	$	21,~~096~~952		$	21,~~331~~962
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	21,~~050~~928		$	1,~~971~~998
Advances from shareholder		~~252~~717			~~680~~397
Liability with related party		~~914~~-			914
Income tax liability		-			180
4% Note payable, including accrued interest of $6 and $6 at March 31, 2012 and December 31, 2011, respectively		45			45
4% Note payable, including accrued interest of $5 and $4 at September 30, 2011 and December 31, 2010, respectively		47			61
12% Convertible debentures payable		60			60
Deferred revenue		-			23
Total current liabilities		2,750			3,414
Total current liabilities		3,323			3,889
Mandatorily redeemable Series A preferred stock, $0.001 par value; no shares authorized at March 31, 2012 and December 31, 2011; 100,000 shares issued and outstanding at March 31, 2012 and December 31, 2011; aggregate redemption and liquidation value of $1,000 plus cumulative dividends		3,686			3,656
Mandatorily redeemable Series A preferred stock, $0.001 par value; no shares authorized at September 30, 2011 and December 31, 2010; 100,000 shares issued and outstanding at September 30,2011 and December 31, 2010; aggregate redemption and liquidation value of $1,000 plus cumulative dividends		3,626			3,536
Total liabilities		6,436			7,070
Total liabilities		6,949			7,425
Commitments and contingencies
Stockholders’ deficit:
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued or outstanding		-			-
Common stock, $0.03 par value; 800,000,000 shares authorized at September 30, 2011 and December 31, 2010; 547,826,416 and 525,159,750 shares issued and outstanding as of September 30, 2011 and December 31, 2010, respectively		15,249			14,569
Common stock, $0.03 par value; 800,000,000 shares authorized at March 31, 2012 and December 31, 2011; 700,168,157 and 547,826,416 shares issued and outstanding as of March 31, 2012 and December 31, 2011, respectively		16,163			15,249
Additional paid–in capital		159,747			159,~~749~~747
Other comprehensive loss		(1	)		(1	)
Accumulated deficit		(180,394	)		(180,104	)
Accumulated deficit		(179,848	)		(179,411	)
Total stockholders’ deficit		(4,484	)		(5,108	)
Total stockholders’ deficit		(4,853	)		(5,094	)
Total liabilities and stockholders’ deficit	$	1,952		$	1,962
Total liabilities and stockholders’ deficit	$	2,096		$	2,331

See accompanying notes to condensed consolidated financial statements.

CALYPTE BIOMEDICAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)

	Three Months Ended
	March 31,
	2012			2011

Revenues:
Product sales	$	71		$	263

Operating costs and expenses:
Cost of product sales		53			180
Research and development expenses		74			74
Selling, general and administrative expenses		202			249
Total operating expenses		329			503
Loss from operations		(258	)		(240	)

Interest expense		(30	)		(30	)
Other income, net		-			191
Net loss before income taxes		(288	)		(79	)
(Provision) Benefit for income taxes		(2	)		180
Net (loss) income	$	(290	)	$	101
Net (loss) income per share (basic and diluted)		(0.001	)		0.000
Weighted average shares used to compute net (loss) income per share (basic and diluted)		566,241			539,826

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Revenues:
Product sales	$	107		$	124		$	505		$	314
Operating costs and expenses:
Cost of product sales		27			77			355			162
Research and development expenses		85			69			226			189
Selling, general and administrative expenses		213			253			667			739
Total operating expenses		325			399			1,248			1,090
Loss from operations		(218	)		(275	)		(743	)		(776	)
Interest expense, net (non-cash expense of $30 and $91 for the three and nine months ended September 30, 2011, respectively, and non-cash expense of $31 and $325 for the three and nine months ended September 30, 2010, respectively)		(30	)		(31	)		(91	)		(515	)
Gain on transfer of assets		-			2,289			-			2,289
Gain on restructuring of notes		-			8,500			-			8,500
Other income, net		6			5			219			24
Net income (loss) before income taxes		(242	)		10,488			(615	)		9,522
Benefit for income taxes		-			-			178			-
Net income (loss) from continuing operations		(242	)		10,488			(437	)		9,522
Net loss attributable to Calypte from discontinued operations		-			-			-			(136	)
Net loss attributable to noncontrolling interest from discontinued operations		-			-			-			(131	)
Net income (loss)	$	(242	)	$	10,488		$	(437	)	$	9,255
Net income (loss) per share from continuing operations		(0.000	)		0.021			(0.001	)		0.020
Net loss per share attributable to Calypte from discontinued operations		-			-			-			(0.001	)
Net income (loss) per share (basic and diluted)		(0.000	)		0.021			(0.001	)		0.019
Weighted average shares used to compute net loss per share (basic and diluted)		547,826			492,573			545,189			478,870

See accompanying notes to condensed consolidated financial statements.

CALYPTE BIOMEDICAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

CALYPTE BIOMEDICAL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

(Unaudited)

	Three months ended
	March 31,
	2012			2011

Cash flows from operating activities:
Net (loss) income from operations	$	(290	)	$	101
Adjustments to reconcile net (loss) income to operating activities:
Depreciation and amortization		44			54
Non-cash interest expense attributable to:
Dividends on mandatorily redeemable Series A preferred stock		30			30
Stock-based employee compensation expense		-			5
Changes in operating assets and liabilities:
Accounts receivable		7			(37	)
Inventories		9			108
Prepaid expenses and other current assets		3			(14	)
Accounts payable, accrued expenses and other current liabilities		(70	)		(166	)

Net cash (used in) provided by operating activities		(267	)		81

Cash flows from financing activities:
Proceeds from shareholder advances		320			92

Net cash provided by financing activities		320			92

Net increase in cash		53			173

Cash at beginning of period		10			79

Cash at end of period	$	63		$	252

	Nine months ended
	Three months ended
	September 30,
	March 31,
	2011			2010
	2012			2011
Cash flows from operating activities:
Conversion of advances from related party into common stock	$	-		$	680
Net loss	$	(437	)	$	9,522
Conversion of related party liability into common stock	$	914		$	-
Adjustments to reconcile net loss to operating activities:
Depreciation and amortization		156			190
Non-cash interest expense attributable to:
Dividends on mandatorily redeemable Series A preferred stock		90			90
Gains from note restructuring and asset transfer		-			(10,789	)
Stock-based employee compensation expense		(2	)		(36	)
Loss on disposition of equipment		-			26
Loss attributed to noncontrolling interest in discontinued operations		-			(131	)
Changes in operating assets and liabilities:
Accounts receivable		19			4
Inventory		96			(78	)
Prepaid expenses and other current assets		(41	)		(19	)
Accounts payable, accrued expenses and other current liabilities		(124	)		592
Net cash used in operating activities		(243	)		(629	)
Cash flows from investing activities:
Purchases of equipment		-			(34	)
Net cash used in investing activities		-			(34	)
Cash flows from financing activities:
Principal payments on notes payable		(15	)		(16	)
Proceeds from shareholder advances		252			550
Net cash provided by financing activities		237			534
Change in cash and cash equivalents		(6	)		(129	)
Cash and cash equivalents at beginning of period		79			160
Cash and cash equivalents at end of period	$	73		$	31

See accompanying notes to condensed consolidated financial statements.

CALYPTE BIOMEDICAL CORPORATION AND SUBSIDIARIES

~~CONDENSED~~NOTES TO CONSOLIDATED ~~STATEMENTS~~FINANCIAL ~~OF CASH FLOWS (CONTINUED)~~STATEMENTS

(in thousands)

(Unaudited)

	Nine months ended
	September 30,
	2011		2010
Supplemental disclosure of cash flow activities:
Cash paid for interest	$	-	$	190
Supplemental disclosure of noncash activities:
Conversion of advances from related party	$	680	$	-
Conversion of notes payable into common stock	$	-	$	1,291

See accompanying notes to condensed consolidated financial statements.

CALYPTE BIOMEDICAL CORPORATION AND SUBSIDIARIES

(1) The Company

Calypte Biomedical Corporation (the “Company”) develops, manufactures, and distributes in vitro diagnostic tests, primarily for the diagnosis of Human Immunodeficiency Virus (“HIV”) infection. Until late 2005, we manufactured and marketed urine-based HIV-1 diagnostic screening tests and urine and blood-based Western Blot supplemental (sometimes called “confirmatory”) tests for use in high-volume laboratories, which we call our “Legacy Business.” In November 2005, we sold our Legacy Business and began to concentrate primarily on our rapid test platform products which we began developing in 2003. Our emphasis has been the development and commercialization of our AwareTM HIV-1/2 rapid tests. We have completed field trials and product evaluations of our AwareTM HIV-1/2 OMT (oral fluid) rapid test covering an aggregate of over 89,000 samples in China, India, South Africa and elsewhere and believe that the results of these studies and evaluations have validated the test. In our studies, AwareTM HIV-1/2 OMT averaged 99.7% accuracy. We have obtained regulatory approvals in Russia, India and China as well as a number of key countries in Africa, Southeast Asia and the Middle East. Sales of our rapid test products have so far been primarily through the efforts of our distributors in South Africa and the United Arab Emirates (“U.A.E”).

Since late 2004, we have been manufacturing and selling an HIV-1 BED Incidence EIA test, our AwareTM BED Incidence Test, through an arrangement with the U.S. Centers for Disease Control and Prevention (the “CDC”).

In the first quarter of 2008, we introduced Aware MessengerTM, our oral fluid sample collection device. Although we do not currently have approval to sell this device for diagnostic purposes, we can sell it for “research use only” in situations where assay developers and test laboratories can qualify the product for use with their own assays.

Until July 2010, we were the 51% owner of each of two joint ventures in China, Beijing Calypte Biomedical Technology Ltd. (“Beijing Calypte”) and Beijing Marr Bio-Pharmaceuticals Co., Ltd. (“Beijing Marr”). In July 2010 we entered into a series of agreements providing for (i) the restructuring of our outstanding indebtedness to Marr and SF Capital (the “Debt Agreement”) and (ii) the transfer of our interests in the two Chinese joint ventures, Beijing Marr and Beijing Calypte, to Kangplus (the “Equity Agreement”). Under the Debt Agreement, the parties agreed to convert $6,393,353 in outstanding indebtedness to 152,341,741 shares of our common stock, and our remaining indebtedness to Marr, totaling $3,000,000 was cancelled. In consideration for such debt restructuring, we transferred our equity interests in Beijing Marr to Kangplus pursuant to the Equity Transfer Agreement and transferred certain related technology to Beijing Marr. We ~~have~~ also agreed to transfer our equity interests in Beijing Calypte to Marr or a designate of its choosing. The transactions contemplated by the Debt Agreement and the Equity Transfer Agreement were subject to Chinese government registration of the transfer of the equity interests; this registration has now been approved, and the shares were issued in March 2012. Under the debt agreement with SF Capital, $2,008,259 in outstanding indebtedness was converted to 47,815,698 shares of our common stock.

~~During~~As ~~the~~announced ~~third~~in ~~quarter~~March of 2011, we ~~incurred~~successfully acompleted ~~net~~internal ~~loss~~trials of ~~$0.2~~our ~~million. At~~new ~~September~~AwareTM ~~30,~~2 ~~2011,~~HIV-1/2 weoral ~~had~~fluid arapid ~~working~~test, ~~capital~~which ~~deficit~~showed an accuracy of $3100%.0 ~~million~~Based on these results, we have contacted the Food and ~~our~~Drug ~~stockholders’~~Administration ~~deficit~~(FDA) ~~was~~and ~~$4.9~~started ~~million. Our~~the ~~cash~~process ~~balance~~to atconduct ~~September~~clinical ~~30,~~trials ~~2011~~and ~~was~~apply ~~$0.1~~for ~~million~~Premarket Approval.

AIn October 2011, we entered into a memorandum of understanding (“MoU”) with a private investor ~~advanced~~to ~~$60,000~~secure funding needed to usinitiate ~~during~~the FDA approval procedures for the ~~third~~new ~~quarter~~AwareTM of2 ~~2011~~product. ~~Subsequent~~ toThe ~~September~~MoU ~~30,~~contemplates ~~2011~~an ~~and~~initial ~~through~~investment ~~January~~of 27at least $1,000,000 through 2012, wecontingent ~~have~~upon ~~received~~the Company following an ~~additional~~agreed upon budget plan, and potentially up to $~~245~~4,000,000 infrom ~~shareholder~~additional ~~advances~~investors. inAlthough ~~anticipation~~the MoU expresses the expectation of ~~entering~~the ~~into~~parties ~~future~~that ~~subscription~~the ~~agreements~~investor will assist us in raising an additional $4 million from other investors, no party is under a contractual obligation to invest any funds beyond the $1 million to be invested pursuant to the MoU, and there can be no assurance that we will be able to raise the additional funds. WeBased ~~are~~on ~~using~~our revised revenue and expense forecasts, we anticipate that we will be required to raise additional financing beyond the ~~proceeds~~initial of$1 ~~these~~million ~~investments~~from ~~for~~the ~~general~~MOU ~~working~~in ~~capital~~order ~~purposes~~to fully fund our efforts to obtain FDA approval of our AwareTM 2 product.

AsDuring ~~announced~~the infirst ~~March~~quarter ~~2011~~of 2012, we ~~successfully~~had ~~completed~~a ~~internal~~net ~~trials~~loss of ~~our new AWARETM 2 HIV-1/2 oral fluid rapid test, which showed an accuracy of 100%~~$0.3 ~~Based on these promising results, we have contacted the Food and Drug Administration (FDA) and started the process to conduct clinical trials~~million. At ~~Subsequent~~March ~~to the balance sheet date~~31, ~~in October 2011~~2012, we ~~entered~~had ~~into~~ a ~~memorandum~~working ofcapital ~~understanding~~deficit ~~(“MoU”)~~of ~~with~~$2.5 amillion ~~private~~and ~~investor~~our tostockholders’ ~~secure~~deficit ~~funding~~was ~~needed~~$4.5 ~~to initiate the FDA approval procedures for the new AWARETM 2 product~~million. Our ~~The~~cash ~~MoU~~balance ~~contemplates an initial investment of~~ at ~~least~~March $131,~~000,000~~ ~~through~~ 2012, ~~contingent~~was ~~upon the Company following an agreed upon budget plan, and potentially up to~~ $~~4,000,000 from additional investors~~0.1 ~~Although the MoU expresses the expectation of the parties that the investor will assist us in raising an additional $4~~ million, ~~from~~which ~~other~~we ~~investors,~~do nonot ~~party~~believe is ~~under~~sufficient ato ~~contractual~~enable ~~obligation~~us to ~~invest~~fund ~~any~~our ~~funds~~operations ~~beyond~~through the $1remainder ~~million~~of to2012 beunless ~~invested~~we ~~pursuant~~continue to ~~the~~receive ~~MoU,~~financing ~~and~~as ~~there~~provided ~~can~~in ~~be no assurance that we will be able to raise~~ the ~~additional funds~~MoU.

We currently have ~~prepared~~800,000,000 ~~the~~shares ~~accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations~~ of ~~the~~common ~~Securities~~stock ~~and Exchange Commission (“SEC”)~~authorized, ~~and they reflect all adjustments (consisting only~~ of ~~normal recurring adjustments)~~ which, inapproximately ~~the opinion of management~~778, ~~are necessary for a fair presentation of our consolidated financial position as of September 30~~095,129 ~~2011~~shares ~~and~~are ~~the~~issued ~~consolidated results of our operations~~ and ~~our~~outstanding ~~consolidated~~or ~~cash~~reserved ~~flows~~ for ~~the~~issuance ~~three~~under ~~and~~current ~~nine~~financing ~~month~~arrangements ~~period~~and ~~ended~~our ~~September~~incentive ~~30, 2011~~plans. ~~The~~ ~~accompanying~~At ~~condensed~~the ~~consolidated~~current ~~balance~~market ~~sheet~~price atof ~~December 31, 2010 has been derived from~~ our ~~audited~~common ~~financial~~stock, ~~statements~~we atdo ~~that~~not ~~date. Interim~~have ~~results~~sufficient ~~are~~authorized ~~not~~common ~~necessarily~~stock ~~indicative~~to ofraise the ~~results~~capital necessary to beexecute ~~expected~~our ~~for~~long-term ~~the~~business ~~full~~plan ~~year~~and orachieve ~~any~~self-sustaining ~~future~~cash ~~interim period~~flow. ~~This~~The ~~information~~condensed ~~should be read in conjunction with our audited~~ consolidated financial statements ~~for~~do ~~each~~not ofinclude ~~the~~any ~~years~~adjustments inthat ~~the~~might ~~two~~result ~~year~~from ~~period ended December 31, 2010 included in our Annual Report on Form 10-K filed with~~ the ~~SEC~~outcome onof ~~May~~these ~~27, 2011~~uncertainties.

7We have prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and they reflect all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary for a fair presentation of our consolidated financial position as of March 31, 2012 and the consolidated results of our operations and our consolidated cash flows for the three month period ended March 31, 2012. The accompanying condensed consolidated balance sheet at December 31, 2011 has been derived from our audited financial statements at that date. Interim results are not necessarily indicative of the results to be expected for the full year or any future interim period. This information should be read in conjunction with our audited consolidated financial statements for each of the years in the two year period ended December 31, 2011 included in our Form 10-K filed with the SEC on March 22, 2012.

Certain information in footnote disclosures normally included in the financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) has been condensed or omitted pursuant to the rules and regulations of the SEC. The data disclosed in these condensed consolidated financial statements and in the related notes is unaudited.

(2) Significant Accounting Policies

Impairment of Long-Lived Assets

Long-lived assets are comprised of property and equipment and intangible assets. We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. AtWe ~~least annually, we~~ compare an estimate of undiscounted future cash flows produced by the asset, or by the appropriate grouping of assets, to the carrying value to determine whether impairment exists. If an asset is determined to be impaired, we measure the loss based on quoted market prices in active markets, if available. If quoted market prices are not available, we estimate the fair value based on various valuation techniques, including a discounted value of estimated future cash flow and fundamental analysis. We report an asset to be disposed of at the lower of its carrying value or its estimated net realizable value.

Revenue Recognition

We record revenues only upon the occurrence of all of the following conditions:

	•	We have received a binding purchase order or similar commitment from the customer or distributor authorized by a representative empowered to commit the purchaser (evidence of a sale).
	•	The purchase price has been fixed, based on the terms of the purchase order.
	•	We have delivered the product from our manufacturing plant to a common carrier acceptable to the purchaser. Our customary shipping terms are FOB shipping point. Because of the need for controlled conditions during shipment, we suggest, but leave to the purchaser’s discretion, acquiring insurance for the value of the shipment. If the purchaser elects to insure the shipment, the insurance is at the purchaser’s expense.
	•	We deem the collection of the amount invoiced probable. To eliminate the credit risk associated with international distributors with whom we have had little or no experience, we require prepayment of all or a substantial portion of the order or a letter of credit before shipment.

Except in the event of verified product defect, we do not permit product returns. Our products must be maintained under rigidly controlled conditions that we cannot control after the product has been shipped to the customer.

We provide no price protection. Subject to the conditions noted above, we recognize revenue upon shipment of product.

Royalty Revenue

Royalty Revenue is recognized upon receipt of the semi-annual royalty data from the licensee, as designated in the royalty agreement, and when collectability is assured.

Segment and Geographic Information

Our operations are currently focused on the development and sale of HIV diagnostics. The following table summarizes our product sales revenues by product for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011 (in thousands):

	Three months ended					Nine months ended
	2012			2011
	September 30,					September 30,
AwareTM BEDTM HIV-1 Incidence Test	$	42		$	185
	2011			2010		2011		2010
AwareTM Rapid HIV diagnostic tests		5			25
AwareTM BEDTM HIV-1 Incidence Test	$	(2	)	$	78	$	238	$	201
All other		-			12
AwareTM Rapid HIV diagnostic tests		41			44		94		88
Revenue from product sales	$	47		$	222
All other		12			3		39		27
Revenue from raw material sourcing	$	24		$	41
Revenue from product sales	$	51		$	125	$	371	$	316
Total Revenue	$	71		$	263
Revenue from raw material sourcing	$	56		$	-	$	134	$	-
Total Revenue	$	107			125	$	505	$	316

Sales to international customers accounted for approximately 9399% and 5872% of our revenues in the ~~third~~first quarter of ~~2011~~2012 and ~~2010~~2011, respectively. Three customers accounted for approximately 9958% of our ~~third~~first quarter ~~2011~~2012 revenue. Four customers accounted for approximately 6959% of our ~~third~~first quarter ~~2010~~2011 revenue.

International sales accounted for approximately 82% and 60% of our revenues for the nine months ended September 30 of 2011 and 2010, respectively. Four customers accounted for approximately 66% of our revenue for the nine months ended September 30, 2011. Five customers accounted for approximately 58% of our revenue for the nine months ended September 30, 2010. 7

Net Income (Loss) Per Share

We compute basic net income (loss) per share by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the periods presented. The computation of diluted income (loss) per common share is similar to the computation of basic net income (loss) per share, except that the denominator is increased for the assumed conversion of convertible securities and the exercise of options and warrants, to the extent they are dilutive, using the treasury stock method. The weighted average number of shares used in computing basic and diluted net income (loss) per share are the same for the periods presented in these unaudited condensed consolidated financial statements. Outstanding options and warrants for 3,050,000 shares and 6,175,001 shares were excluded from the computation of net income (loss) per share for the three ~~and nine~~ month periods ended ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011, respectively, as their effect ~~are~~is anti-dilutive.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

We made certain reclassifications to prior-period amounts to conform to the ~~third~~first quarter ~~2011~~2012 ~~financial statements~~ presentation.

Stock-Based Compensation Expense

We measure stock-based compensation at the grant date based on the award’s fair value and recognize the expense ratably over the requisite vesting period, net of estimated forfeitures, for all stock-based awards granted after January 1, 2006 and all stock based awards granted prior to, but not vested as of, January 1, 2006.

We have elected to calculate the fair value of option awards based on the Black-Scholes option-pricing model. The Black-Scholes model requires various assumptions, including expected option life and volatility. If we significantly change any of the assumptions used in the Black-Scholes model or the estimated forfeiture rate, stock-based compensation expense may differ materially in the future from that recorded in the current period.

Adoption of New Accounting Pronouncements

In April ~~2010~~ 2011, the FASB issued guidance onto ~~applying~~achieve ~~the~~common ~~milestone~~fair ~~method~~value ofmeasurement ~~revenue~~and ~~recognition~~disclosure ~~for~~requirements ~~milestone~~between ~~payments~~GAAP ~~for~~and ~~achieving~~International ~~specific~~Financial ~~performance~~Reporting ~~measures~~Standards. ~~when~~This ~~those~~guidance ~~payments~~amends ~~are~~current ~~related~~fair tovalue ~~uncertain~~measurement ~~future~~and ~~events.~~disclosure ~~The~~ guidance isto ~~effective~~include onincreased atransparency ~~prospective~~around ~~basis~~valuation toinputs ~~milestones~~and ~~achieved~~investment incategorization. The guidance is effective for fiscal years, and interim periods ~~within~~beginning ~~those~~after ~~years,~~December ~~beginning January 1~~15, 2011. The adoption of this new guidance did not have a material impact on the Company’s financial statements.

In June 2011, the FASB issued guidance regarding presentation of other comprehensive income in the financial statements. This guidance will eliminate the option under GAAP to present other comprehensive income in the statement of changes in equity. Under the guidance, the Company will have the option to present the components of net income and comprehensive income in either one or two consecutive financial statements. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this new guidance did not have a material impact on the Company’s financial statements.

In September 2011, the FASB issued ASU 2011-08 "Testing Goodwill for Impairment", which gives companies the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount before performing the two-step test mandated prior to this update. This ASU also provides companies with a revised list of examples of events and circumstances to consider, in their totality, to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If a company concludes that this is the case, it must perform the two-step test. Otherwise, a company may skip the two-step test. Companies are not required to perform the qualitative assessment and may instead proceed directly to the first step of the two-part test. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this new guidance did not have a material impact on the Company’s financial statements.

(3) Inventory

Inventory as of March 31, 2012 and December 31, 2011 consisted of the following (in thousands):

	March 31,		December 31,
	2012		2011

Raw materials	$	129	$	132
Work-in-process		5		5
Finished goods		43		49
Total inventories	$	177	$	186

(4) Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses as March 31, 2012 and December 31, 2011 consisted of the following (in thousands):

	March 31,		December 31,
	2012		2011

Trade accounts payable	$	1,304	$	1,301
Accrued royalties		224		217
Accrued salary and vacation pay		41		44
Accrued interest		16		16
Accrued audit, legal and consulting expenses		86		158
Accrued liabilities of legacy business		190		190
Other		67		72
Total accounts payable and accrued expenses	$	1,928	$	1,998

(5) Notes and Debentures Payable

The following table summarizes note and debenture activity for the three months ended March 31, 2012 (in thousands):

	Balance 12/31/11		Additions		Conversion to Equity		Repayments		Balance 3/31/12

Current Notes and Debentures

12% Convertible Debentures – Mercator assignees	$	60	$	-	$	-	$	-	$	60

4% Note Payable – Morningtown	$	39	$	-	$	-	$	-	$	39

(6) Stockholders’ Deficit

~~In April~~ 2011,-2012 ~~the~~Private FASB issued guidance to achieve common fair value measurement and disclosure requirements between GAAP and International Financial Reporting Standards. This guidance amends current fair value measurement and disclosure guidance to include increased transparency around valuation inputs and investment categorization. The guidance is effective for fiscal years and interim periods beginning after December 15, 2011. The adoption of this new guidance will not have a material impact on the Company’s financial statements.Placements

InOn ~~June~~January 28, 2011, ~~the~~we ~~FASB~~entered ~~issued~~into ~~guidance~~a ~~regarding~~subscription ~~presentation~~agreement ofwith ~~other~~David ~~comprehensive~~Khidasheli ~~income~~pursuant into ~~the~~which ~~financial statements~~Mr. ~~This~~Khidasheli ~~guidance~~agreed ~~will~~to ~~eliminate~~purchase ~~the~~16,666,666 ~~option~~shares ~~under~~of ~~GAAP~~our tocommon ~~present~~stock ~~other~~at ~~comprehensive~~a ~~income~~purchase inprice ~~the~~of ~~statement~~$0.03 per share, for a total purchase price of ~~changes~~$500,000, which Mr. Khidasheli had advanced to us in ~~equity~~2010. On ~~Under~~February ~~the~~15, ~~guidance~~2011, ~~the~~we ~~Company~~entered ~~will~~into ~~have~~a ~~the~~subscription ~~option~~agreement with Carolina Lupascu pursuant to ~~present~~which ~~the~~Ms. ~~components~~Lupascu agreed to purchase 6,000,000 shares of ~~net~~our ~~income~~common ~~and~~stock ~~comprehensive~~at ~~income~~a purchase price of $0.03 per share, for a total purchase price of $180,000, which Ms. Lupascu had advanced to us in ~~either~~2010. ~~one~~These orshares ~~two~~were ~~consecutive~~issued ~~financial~~pursuant ~~statements~~to Regulation S under the Securities Act. The ~~guidance~~subscription isagreements ~~effective~~contain ~~for~~customary ~~fiscal~~representations ~~years,~~and warranties by Mr. Khidasheli and ~~interim~~Ms. ~~periods~~Lupascu ~~within~~regarding ~~those~~their ~~years,~~status ~~beginning~~as ~~after~~non-U.S. ~~December 15~~persons, ~~2011~~their investment intent and restrictions on transfer. ~~The~~Mr. ~~adoption~~Khidasheli ofand ~~this~~Ms. ~~new~~Lupascu ~~guidance~~was ~~will~~granted ~~not~~certain ~~have~~piggy-back registration rights which require us to use our best efforts to register all or a ~~material~~portion ~~impact~~of their shares on the ~~Company’s~~next ~~financial~~registration ~~statements~~statement we file with the Securities and Exchange Commission under the Securities Act. We used the proceeds of the private placement for general working capital purposes.

During 2011, Mr. Khidasheli made several advances totaling $397,000, and in the first quarter of 2012 has made advances totaling $320,000 (3pursuant to the MoU) ~~Discontinued~~, ~~Operations~~in anticipation of entering into future subscription agreements or stock purchase agreements. We are using the proceeds of these investments for general working capital purposes.

~~As previously mentioned in Note 1, in July 2010 we entered into a series of agreements providing for~~ (i7) Share ~~the~~Based restructuring of our outstanding indebtedness to Marr and SF Capital and (ii) the transfer of our ownership interests in the two Chinese joint ventures, Beijing Marr and Beijing Calypte, to Kangplus and to Marr or its designate, respectively. As such, we have classified accounts related to the two consolidated Chinese joint ventures as discontinued operations for all periods presented.Payments

~~Discontinued~~We ~~operations~~maintain ~~from~~stock compensation plans for our employees and directors, which are described in Note 11, Share Based Payments, in the Notes to Consolidated ~~Statement~~Financial ofStatements ~~Operations~~in ~~for~~our 2011 Annual Report on Form 10-K filed with the ~~three~~SEC ~~and~~on ~~nine~~March ~~months~~22, ~~ended~~2012. The ~~September~~Company 30follows FASB ASC topic 718, ~~2011~~Compensation ~~and~~— ~~2010~~Stock ~~consisted~~Compensation (“ASC 718”). ASC 718 requires the recognition of the ~~following~~fair (value of stock compensation, including stock options, in ~~thousands~~net income (loss):. We recognize the stock compensation expense over the requisite service period of the individual grantees, which is generally the same as the vesting period of the grant. All of our stock compensation is accounted for as an equity instrument.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Revenues:
Product sales	$	-	$	-	$	-	$	15
Operating costs and expenses:
Cost of product sales		-		-		-		4
Selling, general and administrative expenses		-		-		-		147
Total operating expenses		-		-		-		151
Loss from operations		-		-		-		(136	)
Net loss attributable to Calypte from discontinued operations	$	-	$	-	$	-	$	(136	)

We did not grant any options to employees or members of our Board of Directors during the first quarters of 2012 or 2011. The following table summarizes option activity for all of our stock option plans from December 31, 2011 through March 31, 2012:

(4) Inventory

			Weighted		Weighted		Aggregate
			Average		Average		Intrinsic
			Exercise		Remaining		Value at
			Price per		Contractual		Date
	Options		Share		Term (years)		Indicated

Options outstanding at December 31, 2011		3,050,000	$	0.112		5.87	$	0
Options granted		-		-
Options exercised		-		-
Options forfeited		-		-
Options expired		-		-

Options outstanding at March 31, 2012		3,050,000	$	0.112		5.62	$	0

Options vested and exercisable at December 31, 2011		3,050,000	$	0.112		5.87	$	0

Options vested and exercisable at March 31, 2012		3,050,000	$	0.112		5.62	$	0

~~Inventory~~The asaggregate intrinsic value is the sum of ~~September~~the ~~30,~~amounts ~~2011~~by ~~and~~which ~~December~~the quoted market price of our common stock at the date indicated exceeded the exercise price of the options (“in-the-money-options”). At March 31, ~~2010~~2012, ~~consisted~~the market price of our stock was $0.01 per share, and none of our options were in-the-money. No ~~following~~options (were exercised in ~~thousands):~~the three month period ending March 31, 2012.

	September 30,		December 31,
	2011		2010
Raw materials	$	130	$	188
Work-in-process		4		16
Finished goods		34		60
Total inventory	$	168	$	264

~~(5) Accounts~~The ~~Payable~~following ~~and~~table ~~Accrued~~summarizes ~~Expenses~~information about stock options outstanding under all of our option plans at March 31, 2012:

Accounts payable and accrued expenses as of September 30, 2011 and December 31, 2010 consisted of the following (in thousands):

		Options Outstanding						Options Exercisable
	Range of Exercise Prices	Number Outstanding		Weighted Average Remaining Years to Expiration		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price

$	0.11		3,000,000		5.66	$	0.110		3,000,000	$	0.110
$	0.23		50,000		3.07	$	0.230		50,000	$	0.230
			3,050,000		5.62	$	0.112		3,050,000	$	0.112

	September 30,		December 31,
	2011		2010
Trade accounts payable	$	1,292	$	1,305
Accrued royalties		210		202
Accrued salary and vacation pay		42		42
Accrued interest		21		16
Accrued audit, legal and consulting expenses		139		160
Accrued liabilities of legacy business		190		190
Other		156		56
Total accounts payable and accrued expenses	$	2,050	$	1,971

We did not record any income tax benefits for stock-based compensation arrangements for the three month periods ended March 31, 2012 and 2011, as we have cumulative operating losses and have established full valuation allowances for our income tax benefits.

(68) ~~Notes~~ Related ~~and~~Party ~~Debentures Payable~~Transactions

~~The~~Until ~~following~~July ~~table~~2010, ~~summarizes~~we ~~note~~were the 51% owner of each of two joint ventures in China, Beijing Calypte Biomedical Technology Ltd. (“Beijing Calypte”) and ~~debenture~~Beijing ~~activity~~Marr Bio-Pharmaceuticals Co., Ltd. (“Beijing Marr”). In July 2010 we entered into a series of agreements providing for (i) the ~~nine~~restructuring ~~months~~of ~~ended~~our ~~September~~outstanding ~~30,~~indebtedness ~~2011~~to Marr and SF Capital (the “Debt Agreement”) and (ii) the transfer of our interests in ~~thousands~~the two Chinese joint ventures, Beijing Marr and Beijing Calypte, to Kangplus (the “Equity Agreement”):. Under the Debt Agreement, the parties agreed to convert $6,393,353 in outstanding indebtedness to 152,341,741 shares of our common stock, and our remaining indebtedness to Marr, totaling $3,000,000 was cancelled. In consideration for such debt restructuring, we transferred our equity interests in Beijing Marr to Kangplus pursuant to the Equity Transfer Agreement and transferred certain related technology to Beijing Marr. We also agreed to transfer our equity interests in Beijing Calypte to Marr or a designate of its choosing. The transactions contemplated by the Debt Agreement and the Equity Transfer Agreement were subject to Chinese government registration of the transfer of the equity interests; this registration has now been approved, and the shares were issued in March 2012. Under the debt agreement with SF Capital, $2,008,259 in outstanding indebtedness was converted to 47,815,698 shares of our common stock.

	Balance 12/31/10		Additions		Conversion to Equity		Repayments			Balance 9/30/11
Current Notes and Debentures
12% Convertible Debentures – Mercator assignees	$	60	$	-	$	-	$	-		$	60
4% Note Payable – Morningtown	$	57	$	-	$	-	$	(16	)	$	41

In the agreement with Beijing Marr, we agreed to continue to buy raw materials for them and provide them with technical support. We purchased raw materials for Beijing Marr in the first quarter of 2012 and 2011, and recorded $24,000 and $41,000 of revenue from raw material sourcing, respectively. During the first quarter of 2011, we provided telephone support and sent one person to Beijing Marr for three weeks, and we recognized $16,716 in revenue related to this technical support.

8%During ~~Secured~~the ~~Convertible~~first ~~Notes~~quarter of 2012, one investor has advanced a total of $320,000 to the Company. Through May 15, 2012, this investor has further advanced us $50,000. These advances are intended for future subscription agreements.

~~On April 4, 2005, we concluded a private placement to five institutional investors of $8,000,000 of Secured 8% Convertible Notes originally due April 3, 2007~~ (~~the “Convertible Notes”~~9) Subsequent and subsequently extended to April 3, 2009. The Convertible Notes provide for quarterly interest to be paid in cash, or subject to certain conditions, by issuing additional Convertible Notes maturing on April 3, 2009 (the “Interest Notes”). From July 4, 2005 through April 3, 2009 we issued Interest Notes in an aggregate face amount of $1,962,000 in payment of quarterly interest.Events

AsSubsequent ~~discussed in Note 3 in July 2010 we entered into a series of agreements providing for (i) the restructuring of our outstanding indebtedness~~ to ~~Marr~~March ~~and SF Capital (the “Debt Agreement”) and (ii) the transfer of our interests in the two Chinese joint ventures~~31, ~~Beijing Marr and Beijing Calypte~~2012, towe ~~Kangplus~~have ~~(the~~received ~~“Equity~~an ~~Agreement”).~~aggregate ~~Under the Debt Agreement, the parties agreed to convert $6,393,353 in outstanding indebtedness to 152,341,741 shares~~ of ~~our common stock, and our remaining indebtedness to Marr, totaling~~ $350,000~~,000~~ ~~was cancelled. In consideration for such debt restructuring, we transferred our equity interests~~ in ~~Beijing~~advances ~~Marr~~from toDavid ~~Kangplus~~Khidasheli (pursuant to the ~~Equity~~MoU) ~~Transfer Agreement and transferred certain related technology to Beijing Marr. We have also agreed to transfer our equity interests~~ in ~~Beijing~~anticipation ~~Calypte~~of toentering ~~Marr~~into or a ~~designate~~subscription ofor ~~its~~stock ~~choosing~~purchase agreement. ~~The~~We ~~transactions~~are ~~contemplated~~using by the ~~Debt~~proceeds ~~Agreement and the Equity Transfer Agreement were subject to Chinese government registration~~ of ~~the~~these ~~transfer~~investments offor ~~the~~general ~~equity~~working ~~interests;~~capital ~~this registration has now been approved~~purposes. ~~Under the debt agreement with SF Capital, $2,008,259 in outstanding indebtedness was converted to 47,815,698 shares of our common stock.~~

We have evaluated all other subsequent events through the date of this filing, and determined there are no other material recognized or unrecognized subsequent events.

Interest Expense

The table below summarizes the components of interest expense for the three and nine month periods ended September 30, 2011 and 2010 (in thousands):

	Three Months ended September 30,						Nine Months ended September 30,
	2011			2010			2011			2010
Interest expense on debt instruments paid or payable in cash	$	-		$	-		$	-		$	(190	)
Non-cash income (expense) composed of:
Accrued interest on 8% Convertible Notes		-			-			-			(231	)
Accrued interest on 4% Note Payable		-			(1	)		(1	)		(4	)
Expense attributable to dividends on mandatorily redeemable Series		(30	)		(30	)		(90	)		(90	)
A preferred stock
Total non-cash items		(30	)		(31	)		(91	)		(325	)
Total interest expense	$	(30	)	$	(31	)		(91	)		(515	)

(7) Stockholders’ Deficit

2011 Private Placements

On January 28, 2011, we entered into a subscription agreement with David Khidasheli pursuant to which Mr. Khidasheli agreed to purchase 16,666,666 shares of our common stock (the “Shares”) at a purchase price of $0.03 per share, for a total purchase price of $500,000, which Mr. Khidasheli had advanced to us in 2010. On February 15, 2011, we entered into a subscription agreement with Carolina Lupascu pursuant to which Ms. Lupascu agreed to purchase 6,000,000 shares of our common stock (the “Shares”) at a purchase price of $0.03 per share, for a total purchase price of $180,000, which Ms. Lupascu had advanced to us in 2010. The Shares were issued pursuant to Regulation S under the Securities Act. The subscription agreements contain customary representations and warranties by Mr. Khidasheli and Ms. Lupascu regarding their status as non-U.S. persons, their investment intent and restrictions on transfer. Mr. Khidasheli and Ms. Lupascu was granted certain piggy-back registration rights which require us to use our best efforts to register all or a portion of the Shares on the next registration statement we file with the Securities and Exchange Commission under the Securities Act. We used the proceeds of the private placement for general working capital purposes.

From January 1 through September 30, 2011, Mr. Khidasheli advanced $252,000 to the Company in anticipation of entering into future subscription agreements. We are using the proceeds of these investments for general working capital purposes.

Warrants

At September 30, 2011, we had warrants outstanding to purchase an aggregate of 3,125,001 shares of our common stock at a weighted average price of $0.078 per share, as summarized in the following table:

			Weighted
			Average
	Number of		Exercise price
	Shares		per share		Expiration Date
Warrants issued in connection with February 2007 Private Placement		2,500,001	$	0.077	March 27, 2012
Warrants issued to placement agents in connection with the February
2007 Private Placement		125,000	$	0.062	February 23, 2012 to March 27, 2012
Warrant issued for investment banking services		500,000	$	0.085	October 31, 2011
		3,125,001	$	0.078

(8) Share Based Payments

We maintain stock compensation plans for our employees and directors, which are described in Note 11, Share Based Payments, in the Notes to Consolidated Financial Statements in our 2010 Annual Report on Form 10-K filed with the SEC on May 27, 2011. We adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, as codified in FASB ASC topic 718, Compensation — Stock Compensation (“ASC 718”), effective January 1, 2006. ASC 718 requires that we recognize the fair value of stock compensation, including stock options, in our statement of operations. We recognize the stock compensation expense over the requisite service period of the individual grantees, which is generally the same as the vesting period of the grant. All of our stock compensation is accounted for as an equity instrument.

We did not grant any options to employees or members of our Board of Directors during the first three quarters of 2011 or 2010. Under the provisions of ASC 718, we have recorded approximately ($2,000) of stock based employee compensation expense in our condensed consolidated statement of operations for the nine months ended September 30, 2011. We have assumed an annual pre-vesting forfeiture rate of 7.75% in determining our stock compensation expense. In determining the inputs to the Black-Scholes option valuation model, we have assumed a dividend yield of zero since we have never paid cash dividends and have no present intention to do so. We estimate volatility based upon the historical volatility of our common stock over a period generally commensurate with the expected life of the options. We determine the risk-free interest rate based on the quoted U.S. Treasury Constant Maturity Rate for a security having a comparable term at the time of the grant. To date, we have calculated the expected term of option grants using the simplified method prescribed by SEC Staff Accounting Bulletin 107 for “plain vanilla” options. We have historically granted options having a ten year contractual term to our employees and directors.

The following table summarizes option activity for all of our stock option plans from December 31, 2010 through September 30, 2011:

			Weighted		Weighted		Aggregate
			Average		Average		Intrinsic
			Exercise		Remaining		Value at
			Price per		Contractual		Date
	Options		Share		Term (years)		Indicated
Options outstanding at December 31, 2010		3,050,000	$	0.112		6.87	$	0
Options granted		-		-
Options exercised		-		-
Options forfeited		-		-
Options expired		-		-
Options outstanding at September 30, 2011		3,050,000	$	0.112		6.12	$	0
Options vested and exercisable at December 31, 2010		3,050,000	$	0.112		6.87	$	0
Options vested and exercisable at September 30, 2011		3,050,000	$	0.112		6.12	$	0

The aggregate intrinsic value is the sum of the amounts by which the quoted market price of our common stock at the date indicated exceeded the exercise price of the options (“in-the-money-options”). At September 30, 2011, the market price of our stock was $0.015 per share, and none of our options were in-the-money. No options were exercised in the nine month period ending September 30, 2011.

The following table summarizes information about stock options outstanding under all of our option plans at September 30, 2011:

	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number Outstanding		Weighted Average Remaining Years to Expiration		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$0.11		3,000,000		6.16	$	0.110		3,000,000	$	0.110
$0.23		50,000		3.57	$	0.230		50,000	$	0.230
		3,050,000		6.12	$	0.112		3,050,000	$	0.112

We did not record any income tax benefits for stock-based compensation arrangements for the nine month periods ended September 30, 2011 and 2010, as we have cumulative operating losses and have established full valuation allowances for our income tax benefits.

(9) Related Party Transactions

Until July 2010, we were the 51% owner of each of two joint ventures in China, Beijing and Beijing Marr. In July 2010 we entered into a series of agreements providing for (i) the restructuring of our outstanding indebtedness to Marr and SF Capital and (ii) the transfer of our interests in the two Chinese joint ventures, Beijing Marr and Beijing Calypte, to Kangplus. Under the Debt Agreement, the parties agreed to convert $6,393,353 in outstanding indebtedness to 152,341,741 shares of our common stock, and our remaining indebtedness to Marr, totaling $3,000,000, was cancelled. As of September 30, 2011, the common stock had not yet been issued and we have recorded a liability to related party in our consolidated balance sheet for $914,000. In consideration for such debt restructuring, we transferred our equity interests in Beijing Marr to Kangplus pursuant to the Equity Transfer Agreement and transferred certain related technology to Beijing Marr. We have also agreed to transfer our equity interests in Beijing Calypte to Marr or a designate of its choosing. The transactions contemplated by the Debt Agreement and the Equity Transfer Agreement were subject to Chinese government registration of the transfer of the equity interests. This registration has now been approved. Under the debt agreement with SF Capital, $2,008,259 in outstanding indebtedness was converted to 47,815,698 shares of our common stock.

In the agreement with Beijing Marr, we agreed to continue to buy raw materials for them and provide them with technical support. We did not purchase any raw materials for Beijing Marr in the third quarter of 2011.

From January 1, 2011 through January 27, 2012, one investor has advanced a total of $497,000 to the Company. These advances are intended for future subscription agreements.

(10) Subsequent Events

Subsequent to September 30, 2011 and through the date of this filing, we have received an aggregate of $245,000 in advances from existing investors in anticipation of entering into subscription agreements. We are using the proceeds of these investments for general working capital purposes.

We have evaluated all other subsequent events through the date of this filing, and determined that there are no other material recognized or unrecognized subsequent events.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Management’s Discussion and Analysis contains forward-looking statements regarding our future plans, regulatory reviews and approvals, timing, strategies, expectations, anticipated expense levels, projected profitability, business prospects and positioning with respect to market, demographic and pricing trends, business outlook and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations) and expresses our current intentions, beliefs, expectations, strategies or predictions. These forward-looking statements are based on a number of assumptions and currently available information and are subject to a number of risks and uncertainties.

Forward-looking statements are generally identifiable by the use of terms such as “anticipate,” “will,” “expect,” “believe,” “should” or similar expressions. Although we believe that the bases of the assumptions on which the forward-looking statements contained herein are reasonable, any of those assumptions could prove to be inaccurate given the inherent uncertainties as to the occurrence or nonoccurrence of future events. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including the potential risks and uncertainties set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2010~~2011 and Item 1A of Part II below and relate to our business plan, our business strategy, development of our proprietary technology and our products, timing of such development, timing of FDA and international regulatory reviews, market acceptance of our products by governmental and other public health agencies, health care providers and consumers, characteristics and growth of our market and customers, protection of our intellectual property, implementation of our strategic, operating and human resources initiatives, benefits to be derived from key personnel and directors, our ability to commercialize our products, our ability to obtain an increased market share in the diagnostic test market, our assumptions regarding cash flow from operations and cash on-hand, the amount and timing of operating costs and capital expenditures relating to the expansion of our business, operations and infrastructure, implementation of marketing and distribution channels, our distribution agreements and strategic alliances, our liquidity and capital resources, our ability to obtain additional capital as, and when, needed, and on acceptable terms, changes in health care policy in the United States or abroad and general economic conditions specific to our industry, any of which could impact sales, costs and expenses and/or planned strategies and timing. If we are not able to generate sufficient liquidity from operations and current potential resources or are unable to raise sufficient additional capital, this could have a material adverse affect on our business, results of operations, liquidity and financial condition, and we may be required to discontinue operations altogether. We assume no obligation to, and do not currently intend to, update these forward-looking statements.

Overview

During the ~~third~~first quarter of ~~2011~~2012, we continued to focus on our research and development operations, and building upon the promising results of the completed internal trials of our new ~~AWARETM~~AwareTM 2 HIV-1/2 oral fluid rapid test, which showed an accuracy of 100%. We have contacted the FDA and started the process to conduct clinical trials.

14Our ability to obtain a small stream of funding through private placements of common stock has enabled us to continue our operations. On October 10, 2011, we entered into a memorandum of understanding (“MoU”) with a private investor to secure funding needed to initiate the FDA approval procedures for our new AwareTM 2 product. The MoU contemplates an initial investment of at least $1,000,000 through 2012, contingent upon the Company following an agreed upon budget plan, and potentially up to $4,000,000 from additional investors. Although the MoU expresses the expectation of the parties that the investor will assist us in raising an additional $4 million from other investors, no party is under a contractual obligation to invest any funds beyond the $1 million to be invested pursuant to the MoU, and there can be no assurance that we will be able to raise the additional funds. Based on our revised revenue and expense forecasts, we anticipate that we will be required to raise additional financing beyond the initial $1 million from the MOU in order to fully fund our efforts to obtain FDA approval of our AwareTM 2 product.

~~Our~~Revenue ~~ability~~for tothe ~~obtain~~first aquarter ~~small stream~~ of ~~funding~~2012 ~~through~~decreased ~~private~~73% ~~placements~~from ofthe ~~common~~first ~~stock~~quarter ~~has~~of ~~enabled us to continue our operations~~2011. AsOur ~~discussed~~product insales ~~Note~~tend 10to ~~"Subsequent~~be ~~Events"~~irregular infrom ~~the~~quarter-to-quarter, ~~financial~~particularly ~~statements,~~with onour ~~October~~BED 10product, ~~2011,~~as wepublic ~~entered~~health ~~into~~and aresearch ~~memorandum~~institutions ofbegin ~~understanding~~or ~~(“MoU”)~~conclude ~~with~~various astudies ~~private investor~~ to ~~secure~~monitor ~~funding needed to initiate~~ the ~~FDA~~incidence ~~approval~~of ~~procedures~~HIV ~~for~~infection ~~our~~within ~~new~~their ~~AWARETM~~subject ~~2 product~~populations. We ~~The~~remain ~~MoU~~focused ~~contemplates~~on anour ~~initial~~strategy ~~investment~~ of atincreasing ~~least~~marketing ~~$1,000,000~~and ~~through~~sales ~~2012,~~in ~~contingent~~a ~~upon~~subset ~~the~~of ~~Company~~countries ~~following~~where anour ~~agreed~~products ~~upon~~are ~~budget plan~~registered, ~~and~~seeking ~~potentially up to $4,000,000 from~~ additional ~~investors.~~product ~~Although~~registrations ~~the MoU expresses the expectation of the parties that the investor will assist us~~ in ~~raising~~countries anwhere ~~additional~~we $4have ~~million from other investors, no party is under~~ a ~~contractual~~high ~~obligation~~likelihood toof ~~invest~~making ~~any~~sales, ~~funds~~developing ~~beyond~~new ~~the~~products $1for ~~million to be invested pursuant to~~ the ~~MoU,~~western markets and ~~there~~keeping ~~can~~our beoperating nocosts ~~assurance~~low. ~~that~~We wecontinued ~~will be able~~ to ~~raise~~make ~~the~~our ~~additional~~AwareTM ~~funds. Based~~BED onIncidence ~~our~~tests ~~revised revenue~~ and ~~expense~~AwareTM ~~forecasts,~~HIV-1/2 weOMT ~~anticipate~~rapid ~~that~~tests weduring ~~will be required to raise additional financing beyond~~ the ~~initial $1 million from the MOU in order to fully fund our efforts to obtain FDA approval of our AWARETM 2 product~~quarter.

During the third quarter of 2011, we saw a 14% decrease in revenue, compared to the third quarter of 2010. For the nine months ended September 30, 2011, we saw a 61% increase in revenue, compared to the same period in 2010. We remain focused on our strategy of increasing marketing and sales in a subset of countries where our products are registered, seeking additional product registrations in countries where we have a high likelihood of making sales, developing new products for the western markets and keeping our operating costs low. We also continue to make fresh batches of AwareTM HIV-1/2 OMT rapid tests, and recognized $41,325 of related revenue in the third quarter of 2011, a 7% decrease from the same period of 2010.12

Business Environment

Although we have received regulatory approval in a number of countries, there is a long lag time between regulatory approval and sales. In our target markets, government ministries of health or similar government and nongovernmental agencies are the primary purchasers of our products, typically through a “lowest-cost” tender process. These purchasers have historically purchased blood-based HIV tests. We have had to overcome the obstacle of changing these purchasers’ mindsets from preferring tests that use the current blood standard of care. We have expended much time, money and effort to try to convince government bodies and non-governmental organizations to try our oral fluid tests, both for its ease of use, efficiency and lower-cost benefits.

We consider these efforts to be part of a strategy in which the “standard of care” for HIV diagnosis evolves from the exclusive use of blood tests to more widespread use of non-invasive oral fluid-based tests. If we can successfully change the standard of care, we expect to reach a point at which our revenue will increase significantly. We cannot forecast whether or when this point will occur, as it is largely governed by factors beyond our control.

Outlook

We believe the demand for fast, easy-to-use HIV tests is strong and growing. By many accounts, governments are requiring more testing for HIV and allocating more funds to such testing, and non-governmental organizations and charities have increased their funding for HIV testing too. Although we believe that we will be able to increase market acceptance of our products and our market position, there are external factors that could adversely affect demand for our products, including global economic conditions that affect funding for HIV testing and national policies regarding HIV testing adopted by foreign governments.

In order to accomplish our business plan and meet our financial obligations, we must:

Reduce accounts payable and other debt and associated fixed costs.

Increase marketing and sales of our current products through our distribution network.

· Conduct a successful clinical trial for our ~~AWARETM~~AwareTM 2 product.

In 2012, we remain focused on our strategy of increasing marketing and sales in the countries where our products are registered, seeking additional product registrations in countries where we have a high likelihood of making sales, planning for the clinical trials of ~~AWARETM~~AwareTM 2 and keeping our operating costs low.

Financial Considerations

Our ~~consolidated~~net ~~operating~~ cash ~~burn~~used ~~for~~in operating activities in the first ~~nine~~three months of ~~2011~~2012 was approximately ($~~243~~267,000), compared to $~~629~~81,000 innet ~~the~~cash provided by operating activities in first ~~nine~~three months of ~~2010~~2011. ~~Our~~ A ~~focus~~primary factor in our positive cash flow during the ~~third~~first quarter of 2011 was onthe ~~keeping~~$171,147 aof ~~minimal~~QTDP ~~level~~grant ofreceived. ~~operations~~In ~~and~~both ~~making~~periods, ~~incremental~~the ~~progress~~cash onused ~~new~~in ~~products~~operations aswas ~~well~~primarily asfor ~~continuing~~development toand ~~successfully~~commercialization ~~produce~~of ~~new~~our ~~batches~~rapid oftests, as well as for our ~~existing~~selling, ~~products~~general and administrative expenses.

During the first ~~nine~~quarter ~~months~~ of ~~2011~~ 2012, we ~~incurred~~had a net loss of $~~437,000~~0.3 million. At ~~September~~March 3031, ~~2011~~2012, we had a working capital deficit of $32.05 million,. Our ~~and~~cash ~~our~~balance ~~stockholders’~~at ~~deficit~~March 31, 2012 was $40.91 million. ~~Our~~ We received $50,000 in additional advances from investors after March 31, 2012 and our cash balance atas ~~September~~of 30May 15, ~~2011~~2012 was ~~approximately~~ $7322,000. We ~~received~~do ~~$245,000~~not inbelieve ~~additional~~this ~~advances~~cash ~~from~~balance ~~one~~is ~~investor~~sufficient ~~after~~to ~~September~~enable ~~30,~~us ~~2011~~to fund our operations through the remainder of 2012 unless we continue to receive financing as provided in the MoU.

We currently have 800,000,000 shares of common stock authorized, of which ~~approximately 765~~778,~~720~~095,~~130~~129 shares are issued and outstanding or reserved for issuance under current financing arrangements and our incentive plans. If additional financing is available to us, it will likely be in the form of one or more equity or convertible debt transactions. At the current market price of our common stock, we do not have sufficient authorized common stock to raise the capital necessary to execute our ~~long-term~~ business plan and achieve self-sustaining cash flow. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with U.S generally accepted accounting principles (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates and judgments, including those related to bad debts, inventories, impairment of long-lived assets, intangible assets, income taxes, restructuring costs, derivative and anti-dilution liabilities and contingencies and litigation. We base our estimates on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

1513

Consistent with our policy on impairment of long-lived assets, given the ~~September~~March 3031, ~~2011~~2012 operating loss, the carrying values of Calypte long-lived assets were compared against the undiscounted cash flows of the entity over the remaining useful life of the primary assets. Cash flow projections were based on a combination of historical run-rates and future projections, depending on the markets where the products were registered and the related distribution channels, as well as product in the development phase. We concluded that no impairment was required.

The critical accounting policies described in our Annual Report on Form 10-K for the year ended December 31, ~~2010~~2011 have not changed materially upsince ~~to January 27, 2012~~year-end.

Results of Operations

The following represents selected financial data (in thousands):

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2011			2010			2011			2010
	2012			2011
Total revenues	$	~~107~~71		$	~~124~~263		$	~~505~~		$	~~314~~
Cost of product sales		2753			77180			~~355~~			~~162~~
Gross Margin		8018			4783			~~150~~			~~152~~
Operating expenses:
Research and development		8574			6974			~~226~~			~~189~~
Selling, general and administrative		~~213~~202			~~253~~249			~~667~~			~~739~~
Total operating expenses		~~298~~276			~~322~~323			~~893~~			~~928~~
Loss from operations		(~~218~~258	)		(~~275~~240	)		~~(743~~	)		~~(776~~	)
Interest expense, net		(30	)		(3130	)		~~(91~~	)		~~(515~~	)
Other income, net		6-			~~10,794~~191			~~219~~			~~10,813~~
Benefit for income taxes		-			-			178			-
(Provision) Benefit for income taxes		(2	)		180
Net income (loss) from continuing operations	$	(242	)	$	10,488		$	(437	)	$	9,522
Net (loss) income	$	(290	)	$	101
Net loss attributable to Calypte from discontinued operations		-			-			-			(136	)
Net loss attributable to noncontrolling interest from discontinued operations		-			-			-			(131	)
Net loss	$	(242	)	$	10,488		$	(437	)	$	9,255

~~Three~~Quarter ~~Months~~ ended ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011

Our revenue ~~from continuing operations~~ for the ~~third~~first quarter of ~~2011~~2012 totaled $~~107~~71,000 compared with $~~124~~263,000 for the ~~third~~first quarter of ~~2010~~2011, a decrease of $17192,000~~. This~~ ~~decrease~~or ~~was primarily due to decreased sales of our AwareTM BED Incidence Test and AwareTM OMT HIV-1/2 rapid test, offset by increased sales of raw materials to Beijing Marr~~73%. Sales of our ~~AwareTM~~ BED Incidence Test accounted for (259%) of our sales in the ~~third~~first quarter of ~~2011~~2012, compared with 6270% in the ~~third~~first quarter of ~~2010~~2011. ~~The~~Revenue ~~decrease~~from ~~was~~the ~~primarily due to~~ sales ~~returns~~of ~~that occurred during~~ the ~~third~~BED ~~quarter~~Incidence ofTest ~~2011,~~decreased ~~and are expected to be replaced~~ by ~~sales~~77% in ~~future~~2012 ~~quarters~~compared with 2011. InSuch ~~general, such~~ sales tend to be irregular as public health and research institutions begin or conclude various studies to monitor the incidence of HIV infection within their subject populations. Sales of our AwareTM ~~OMT~~ HIV-1/2 rapid tests accounted for 387% and 3511% of our sales in the ~~third~~first quarter of ~~2011~~2012 and ~~2010~~2011, respectively. ~~Third~~First quarter ~~2011~~2012 revenues from the sale of our rapid tests ~~decrease~~decreased by 780% compared with rapid test revenues in the ~~third~~first quarter of ~~2010~~2011. Because of the nature of the product and the fact that we are still commercializing it, sales tend to be irregular as we gain approvals for and begin distribution of those tests in various parts of the world. First quarter 2012 revenues from the raw material sourcing for Beijing Marr were $24,000, compared to $41,000 in the first quarter of 2012. Although we expect these sales to continue indefinitely, we do not consider them to be part of our core business and cannot predict the extent or timing of such revenues in the future.

We reported gross margins of 7525% inand ~~the~~32% ~~third quarter~~ of ~~2011~~sales ~~and 38%~~ in the ~~third~~first quarter of ~~2010~~2012 and 2011, respectively. The margins we reported in both ~~2011~~2012 and ~~2010~~2011, however, are not typical of our expected future results because of the relatively ~~small~~nominal amounts of revenues and product quantities over which certain fixed expenses, like annual royalty minimum payments, have been allocated. Product costs in both periods are also not reflective of steady production costs.

~~Research~~During ~~and~~the ~~development~~first ~~costs~~quarter ~~increased~~of ~~by $16~~2012,~~000,~~ ~~from~~we ~~$69,000~~had ina ~~the~~net ~~third~~loss ~~quarter~~ of ~~2010 to~~ $850.3 million,~~000~~ incompared ~~the~~to ~~third~~a ~~quarter~~net income of ~~2011,~~$0.1 asmillion weduring ~~continue~~the tofirst ~~ramp~~quarter ~~our~~of ~~research and development department back up~~2011. ~~Research~~At ~~and~~March ~~development~~31, ~~costs~~2012, ~~consist~~we ofhad ~~salary~~a ~~and~~working ~~benefits~~capital asdeficit ~~well~~of as$2.5 ~~consulting and clinical investigation expenses~~million.

~~Selling,~~Research ~~general~~ and ~~administrative~~development costs ofwere ~~our~~unchanged ~~continuing operations decreased by $40,000, or 16%,~~ from $~~253~~74,000 in ~~the~~both ~~third quarter of 2010 to $213,000 in~~ the ~~third~~first ~~quarter~~quarters of ~~2011. This~~2012 ~~decrease was primarily due to reduced consulting~~ and ~~professional fee expenses~~2011.

16Selling, general and administrative costs decreased by $47,000, or 19%, from $249,000 in the first quarter of 2011 to $202,000 in the first quarter of 2012. The primary components of the net decrease include the following:

~~The~~● ~~following~~a ~~table~~decrease ~~summarizes the components~~ of ~~interest~~$55,000 ~~expense (~~in ~~thousands):~~consulting expenses

	Three Months ended September 30,
	2011			2010
Non-cash income (expense) composed of:
Accrued interest on 4% Note Payable		-			(1	)
Expense attributable to dividends on mandatorily redeemable Series		(30	)		(30	)
A preferred stock
Total non-cash items		(30	)		(31	)
Total interest expense	$	(30	)	$	(31	)

●

a decrease of $11,000 in intangible asset amortization due to the expiration of a patent

We● ~~recorded~~offset ~~net~~by ~~interest~~an ~~expense~~increase of $3012,000 ~~for the third quarter of 2011 compared with $31,000 of net interest expense~~ in ~~the~~sales ~~third~~and ~~quarter~~marketing ~~of 2010.~~ expenses

Our loss from ~~continuing~~ operations for the ~~third~~first quarter of ~~2011~~2012 ~~was~~of $~~242~~258,000, ~~compared~~reflects toan ~~income~~increase ~~from continuing operations~~ of ~~$10,488,000~~8% ~~reported~~compared ~~for the third quarter of 2010. This decrease was primarily due to the Debt Agreement and the Equity Transfer Agreement we entered into~~ with ~~Marr and Kangplus in July 2010, that resulted in~~ the ~~gain~~loss ~~on transfer~~ of ~~assets and gain on restructuring of notes totaling~~ $10240,~~789,~~000 inreported for the ~~third~~first quarter of ~~2010~~2011.

~~Nine~~We ~~Months~~recorded ~~Ended~~net ~~September~~interest expense of $30,000 ~~2011~~for both of the first quarters of 2012 and ~~2010~~2011.

~~Our~~The ~~revenue from continuing operations for the nine month period ended September 30, 2011 totaled~~ $~~505~~180,000 ~~compared~~tax ~~with~~benefit ~~$314,000~~ for the ~~nine month period ended September 30, 2010, an increase of $191,000, or 61%. Sales of our BED Incidence Test accounted for 47% of our sales in the~~ first ~~nine~~quarter ~~months~~ of 2011, ~~compared~~reflects ~~with~~an ~~63%~~adjustment ~~in the first nine months of 2010. Such sales tend~~ to ~~be irregular as public health and research institutions begin or conclude various studies to monitor the incidence of HIV infection within their subject populations. Sales of~~ our ~~AwareTM~~fiscal ~~HIV-1/2~~year ~~rapid tests accounted for 19% and 28% of our sales in the first nine months of 2011 and~~ 2010, ~~respectively. Because~~income oftax ~~the nature of the product and the fact that we are still commercializing it, sales tend to be irregular as we gain approvals for and begin distribution of those tests in various parts of the world~~liability.

We reported gross margins of 30% and 48% of sales in the nine month periods ended September 30, 2011 and 2010, respectively. The margins we reported in both 2011 and 2010, however, are not typical of our expected future results because of the relatively small amounts of revenues and product quantities over which certain fixed expenses, like annual royalty minimum payments, have been allocated. Product costs in both periods are also not reflective of steady production costs. In the first nine months of 2011, we recorded $58,000 in inventory allowances, compared to zero inventory allowances in the first nine months of 2010.14

Research and development costs increased by $37,000, from $189,000 in the first nine months of 2010 to $226,000 in the first nine months of 2011, as we continue to ramp our research and development department back up. Research and development costs consist of salary and benefits as well as consulting and clinical investigation expenses.

Selling, general and administrative costs of our continuing operations decreased by $72,000, or 10%, from $739,000 in the first nine months of 2010 to $667,000 in the first nine months of 2011. This decrease was primarily due to reduced consulting expenses.

The following table summarizes the components of interest expense (in thousands):

	Nine Months ended September 30,
	2011			2010
Interest expense on debt instruments paid or payable in cash	$	-		$	(190	)
Non-cash income (expense) composed of:
Accrued interest on 8% Convertible Notes		-			(231	)
Accrued interest on 4% Note Payable		(1	)		(4	)
Expense attributable to dividends on mandatorily redeemable Series		(90	)		(90	)
A preferred stock
Total non-cash items		(91	)		(325	)
Total interest expense	$	(91	)	$	(515	)

We recorded net interest expense of $91,000 for the nine month period ended September 30, 2011 compared with $515,000 of net interest expense in the nine month period ended September 30, 2010. As described above, the decreased expense in 2011 resulted from the Marr and SF Capital debt restructuring in July 2010, in which convertible notes held by Marr and SF Capital were converted to common stock or cancelled.

We recorded other income of $219,000 for the nine month period ended September 30, 2011 primarily due to a grant awarded the Company under the U.S. Government's Qualifying Therapeutic Discovery Project (QTDP) program, under which we received the final $171,147 in February 2011. This compared with $10.8 million of other income in the nine month period ended September 30, 2010, which consisted primarily of a gain on transfer of assets and a gain on restructuring of notes in the third quarter of 2010 in connection with the Debt Agreement and the Equity Transfer Agreement we entered into with Marr and Kangplus in July 2010.

The $178,000 tax benefit for the first nine months of 2011 reflects an adjustment to our fiscal year 2010 income tax liability.

Our loss from continuing operations for the nine month period ended September 30, 2011was $437,000, compared to income from continuing operations of $9.5 million reported for the nine month period ended September 30, 2010. This decrease was primarily related to the gain that resulted from the Debt Agreement and the Equity Transfer Agreement we entered into with Marr and Kangplus in July 2010.

Liquidity and Capital Resources

Our cash requirements depend on many factors, including the execution of our business plan. We expect that we will need to continue to devote substantial capital resources to running our business, reduction or restructuring of our trade payables and implementing our business plan. ~~As discussed below, we have entered into a memorandum of understanding for $1 million in private financing through 2012.~~ Based on our current forecasts and assumptions, we believe that our existing cash ~~and~~is ~~cash~~insufficient ~~equivalents plus this $1 million in private financing will be sufficient~~ to meet our anticipated cash needs for working capital ~~for the next twelve months. Should this financing not materialize as planned, however, our existing cash~~ and ~~cash equivalents will not be sufficient to meet our anticipated cash needs for working~~ capital ~~for~~expenditures through the ~~next~~remainder ~~twelve~~of ~~months. Moreover,~~2012 ~~based~~unless ~~on our revised revenue and expense forecasts,~~ we ~~anticipate~~continue ~~that we will be required~~ to ~~raise~~receive ~~additional~~ financing ~~beyond~~as ~~the~~provided ~~initial~~in ~~$1 million from~~ the ~~MOU in order to fully fund our efforts to obtain FDA approval of our AWARETM 2 product~~MoU. Given the state of the ~~Company~~company, we have not made any plans for capital expenditures related to manufacturing and operations.

Operating Activities

During the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012, ~~and~~cash ~~2010~~used wein ~~used~~our ~~cash~~operating ofactivities was $~~243,000~~0.3 ~~and~~million. This compares to $~~629,000,~~0.1 ~~respectively,~~million inof cash provided by our operating activities~~. In~~ during the ~~periods~~same ~~ended~~period ~~September~~of 302011, ~~2011~~including a $0.2 million QTDP grant received. In both 2012 and ~~2010~~2011, the cash was used primarily for our selling, general and administrative expenses.

Financing Activities

During the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012, we generated $~~237~~320,000 from financing activities compared to $~~534~~92,000 generated from financing activities during the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011. The funds generated from financing activities in ~~both~~the ~~2011~~three ~~and~~months ~~2010~~ended March 31, ~~were~~2012 ~~primarily~~and 2011 were the result of investor advances ~~from~~in ~~shareholders~~anticipation of entering into future subscription agreements.

In October 2011, we entered into a memorandum of understanding (“MoU”) with a private investor to secure funding needed to initiate the FDA approval procedures for the new ~~AWARETM~~AwareTM 2 product. The MoU contemplates an initial investment of at least $1,000,000 through 2012, contingent upon the Company following an agreed upon budget plan, and potentially up to $4,000,000 from additional investors. Although the MoU expresses the expectation of the parties that the investor will assist us in raising an additional $4 million from other investors, no party is under a contractual obligation to invest any funds beyond the $1 million to be invested pursuant to the MoU, and there can be no assurance that we will be able to raise the additional funds.

~~Subsequent~~If we are unable to ~~September~~obtain 30additional financing, we ~~2011~~will ~~and~~be ~~through~~unable ~~the~~to ~~date~~continue ofas ~~this~~a ~~filing~~going concern. Moreover, any financing we ~~have~~are ~~received~~able anto ~~aggregate~~secure ofcould ~~$245,000~~be inon ~~advances~~terms ~~from~~that ~~one~~are ofhighly dilutive to our ~~investors~~existing stockholders. In addition, ~~representing~~the aequity ~~portion~~or ofdebt ~~the~~securities ~~funds~~that ~~committed~~we ~~pursuant~~issue may have rights, preferences or privileges senior to those of the ~~MOU~~holders of our common stock. The Wecondensed ~~are~~consolidated ~~using~~financial ~~the~~statements ~~proceeds~~do ofnot ~~these~~reflect ~~investments~~any ~~for~~adjustments ~~general~~that ~~working~~might ~~capital~~result ~~purposes~~from the outcome of these uncertainties.

Recent Accounting Pronouncements

We have described the recent accounting pronouncements to which we will be subject in future periods in Note 2 to the Condensed Consolidated Financial Statements included in Part I of this Report on Form 10-Q.

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive and financial officer (our “CEO”) of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended). Based on that evaluation, our CEO has concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our CEO, as appropriate, to allow timely decisions regarding required disclosure.

1815

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1A. Risk Factors

The risk factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2010~~2011 have not materially changed.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the first quarter of 2012, one investor advanced a total of $320,000 to the Company. These advances were made in anticipation of entering into future subscription agreements, pursuant to which the Company will issue Common Stock to the investor in reliance upon the exemption from registration provided under Regulation S.

Item 6. Exhibits

(a) Exhibits

31.1		Certification of Chief Executive Officer ~~and Chief Financial Officer~~ pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS**

XBRL Instance

101.SCH**

XBRL Taxonomy Extension Schema

101.CAL**

XBRL Taxonomy Extension Calculation

101.DEF**

XBRL Taxonomy Extension Definition

101.LAB**

XBRL Taxonomy Extension Labels

101.PRE**

XBRL Taxonomy Extension Presentation

** XBRL

information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

1916

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CALYPTE BIOMEDICAL CORPORATION (Registrant)
Date: January 27, 2012	By:	/s/ Adel Karas
Date: May 15, 2012	By:	/s/ Adel Karas
		Adel Karas
		Adel Karas President, Chairman of the Board and Chief Executive Officer
		President, Chief Executive Officer, Chief Financial Officer and Secretary
Date: May 15, 2012	By:	/s/ Kartlos Edilashvili
		Kartlos Edilashvili Vice President, Chief Financial Officer and Secretary

20 17

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